TERMS AND CONDITIONS OF ACCESS TO THIS WEBSITE

BEFORE ENTERING THIS WEBSITE, PLEASE READ CAREFULLY THE FOLLOWING IMPORTANT TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO, AND USE OF, THIS WEBSITE, AND ACKNOWLEDGE YOUR AGREEMENT TO THEM. IF YOU AGREE TO THE TERMS, CLICK “I AGREE” AT THE BOTTOM OF THIS PAGE TO ENTER THIS WEBSITE. IF YOU CLICK “I DO NOT AGREE” YOU WILL NOT BE ABLE TO ENTER THIS WEBSITE.

Access to and use of this website (the “Website“) is conditional upon your agreement to and compliance with the terms and conditions of access to the website (the “Terms and Conditions“). You acknowledge and agree to the Terms and Conditions and agree not to undertake any act or omission that would constitute a breach of these Terms and Conditions.

This Website is an advertisement for the purposes of Prospectus Rule 3.3 and Article 34 of Commission Regulation (EC) No 809/2004 and is not a prospectus for the purposes of EU Directive 2003/71/EC (the “Directive”) or Part VI of the Financial Services and Markets Act 2000 (the “FSMA”). This is a financial promotion approved by Canaccord Genuity Limited which is authorised and regulated by the Financial Conduct Authority, and made by Retail Charity Bonds plc (the “Issuer”) which is the legal entity that will issue the bonds. This Website relates to bonds issued by the Issuer.

In respect of each series of bonds issued by the Issuer, a prospectus which comprises a base prospectus for the purposes of Article 5.4 of the Directive, has been prepared and made available to the public in accordance with the Directive. Copies of each relevant Prospectus are available from the website of the London Stock Exchange plc and in hard copy at the registered office of the Issuer at 27/28 Eastcastle Street, London, United Kingdom, W1W 8DH.

This Website should not be relied on for making any investment decision in relation to the purchase of bonds. Any investment decision should be made solely on the basis of a careful review of the relevant Prospectus. Please therefore read the relevant Prospectus carefully before you invest. You should ensure that you understand and accept the risks relating to an investment in bonds before making such an investment, otherwise you should seek independent advice.

The Issuer was established as a not-for-profit issuing vehicle to enable registered charities to issue bonds. The Issuer is not itself a registered charity.

Access to and use of the Website

THE MATERIALS CONTAINED ON THE WEBSITE IS ONLY DIRECTED AT, AND MAY ONLY BE ACCESSED BY, PERSONS WHO ARE LOCATED AND RESIDENT IN THE UNITED KINGDOM, IN ACCORDANCE WITH APPLICABLE REGULATORY REQUIREMENTS. SUCH MATERIALS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH MATERIALS.

Accordingly, the Website may not be accessed by, and the materials on the Website are not directed at and may not be viewed by, or distributed to:

(a) persons located or resident in the United States, its possessions or territories or who are U.S. persons (as defined in Regulation S under the Securities Act of 1933, as amended (the Securities Act)); or

(b) persons located or resident in Australia, Canada, Japan, South Africa or The Republic of Ireland; or

(c) persons other than persons located and resident in the United Kingdom; or

(d) any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction.

BY CLICKING THE BUTTON BELOW LABELLED “I AGREE” YOU ARE CERTIFYING THAT (A) YOU ARE NOT LOCATED OR RESIDENT IN THE UNITED STATES, ITS POSSESSIONS OR TERRITORIES AND YOU ARE NOT A U.S. PERSON OR ACTING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON; (B) YOU ARE NOT LOCATED OR RESIDENT IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE REPUBLIC OF IRELAND; (C) YOU ARE LOCATED AND RESIDENT IN THE UNITED KINGDOM AND (D) YOU ARE A PERSON TO WHOM THE MATERIALS CONTAINED ON THE WEBSITE MAY BE LAWFULLY COMMUNICATED.

IF YOU CANNOT SO CERTIFY, YOU MUST CLICK THE BUTTON LABELLED “I DO NOT AGREE” OR OTHERWISE EXIT THIS WEBSITE.

The materials on the Website are intended for viewing by authorised persons only and may not be published, copied or distributed to any other person. Your access to this Website may be restricted by applicable law, and you must seek your own advice in relation to and observe any such restrictions.

Nothing in the website is, or is to be construed as, an offer of or invitation to subscribe for, underwrite or purchase any securities in any jurisdiction where such offer or invitation would be unlawful.

Nothing in the Website constitutes an offer of any securities for sale in the United States. The securities referred to on the Website may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, in or into the United States or to or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act) . It is not intended that any securities referred to on the Website will be registered under the Securities Act or any U.S. State securities laws.

The securities referred to on the Website may only be offered and sold in the United Kingdom in accordance with all applicable laws and regulations.

There will be no public offer of the securities referred to on the Website in the United States, Australia, Canada, the Republic of Ireland, Japan, South Africa or any other jurisdiction where it is unlawful to offer the securities. The materials included on the Website speak only as at the date of those materials. The Issuer does not have any duty to maintain or update any such materials. The Issuer may, however, in its sole discretion remove or make changes to the materials, or discontinue the Website entirely, at any time.

The Website and the materials contained on the Website do not purport to provide any financial, investment, tax, accounting or legal advice or recommendation. Before you enter into any transaction in relation to any securities referred to on the Website, you should obtain your own independent advice from your professional accounting, legal, regulatory, tax or other advisers.

Unauthorised use of the Website including, but not limited to, unauthorised entry or misuse of any information posted to the Website is strictly prohibited.

By clicking the button labelled “I AGREE” below, your acknowledgement shall have the same force and validity as a paper copy of an agreement setting out these Terms and Conditions that has been manually signed, or otherwise duly executed, by you or on your behalf and delivered. These Terms and Conditions and any non-contractual obligations arising out of or in conjunction with them will be governed by, and construed in accordance with, English law. The English courts will have jurisdiction to settle any disputes which may arise out of or in connection with these Terms and Conditions.

Connecting charitable borrowers with ethical investors through bonds listed on London Stock Exchange

Introduction

Many charities in the UK operate as businesses, generating revenue from their activities. Like with any other business, loan finance can enable them to expand their activities and generate more income, which means delivering more benefit for the people they work with.

A Retail Charity Bond provides charitable organisations with a simple and affordable way to raise unsecured loan finance through the retail bond market for amounts starting from £10 million. For established charities with strong credit worth it offers a lighter alternative to bank debt, as well as the opportunity to engage with a wide audience of individual investors.

Retail Charity Bonds are equally designed to offer a transparent and liquid market for investors looking for impact investment opportunities that offer a financial return and create tangible social benefit. Admission to trading on London Stock Exchange’s Order book for Retail Bonds enables investors to buy and sell these social investment products in the secondary market.

How it works

The bonds are issued by a special purpose vehicle, Retail Charity Bonds plc. The issuing vehicle is governed by a board of directors with significant experience in the financial and charitable sectors, acting on a pro-bono basis. This independent board will review applications by appropriate, established charitable organisations seeking loan finance.

Retail Charity Bonds plc’s only business is issuing bonds, lending the proceeds to UK charities and related operations, and it has no employees. Its administration is undertaken by Allia Impact Finance under a services agreement.

Each bond will be offered for sale through a number of authorised distributors. The bonds will be listed on London Stock Exchange and are expected to be admitted to trading on the Order book for Retail Bonds, where they may be bought and sold on the secondary market. The proceeds from each bond issue, minus costs, will be advanced to a specific UK charity under a loan agreement with Retail Charity Bonds plc. The charity will pay interest on the loan on specified interest dates and will repay the loan at the end of the term. These interest and principal payments from the charity to Retail Charity Bonds plc fund the interest and principal payments to bondholders.

Each Retail Charity Bond has limited recourse to the relevant charity loan, meaning that investors in the bond are relying solely on the relevant charity for payments of interest and principal. They have no right of recourse against, and are not taking risk on any other charities that have received loans through the platform.

Governance

The issuer, Retail Charity Bonds plc, is a special purpose vehicle created to issue fixed income retail bonds. It is governed by an independent and experienced board of directors from the financial and charity sectors who are acting on a pro-bono basis.

John Tattersall

Chair of Retail Charity Bonds PLCJohn Tattersall is Chairman of the boards of UK Asset Resolution (including Bradford & Bingley PLC and NRAM Limited) and UBS Limited, and a non-executive director on the board of CCLA Investment Management. He is also Chair of two Charities, a trustee of three others, and a non-stipendiary priest in the Church of England.

Gordon D'Silva OBE

Gordon D’Silva is the Founder and Director of Good Business Alliance and Legacy Casa Residencia, a corporate leadership residential bootcamp in Italy. He is Chair of the Enterprise Foundation and honorary President of the Young Entrepreneurs Lab Network also in Italy. Gordon has been the founder and CEO of numerous social innovation start up businesses over the last 30 years. In 2011 he was inaugurated with the Order of the British Empire for his contributions to social enterprise. He also holds an Honorary Doctorate from West London University and was appointed as Visiting Professor in 2006 at the University of Northampton.

Tom Hackett

Chair of the Review CommitteeTom Hackett is a member of the board of trustees of a number of UK charities and, prior to retirement, was Director General, Lending, at European Investment Bank.

Tim Jones

Chief Executive of AlliaTim Jones is Secretary and Chief Executive of Allia. He is also Chairman and non-executive director of Treatt plc, a quoted global flavour and fragrance supplier with manufacturing operations in UK, USA and Kenya and a non-executive director and trustee of SkillsBridge, an organisation bringing support to voluntary and community sector organisations in the North East of England.

Geetha Rabindrakumar

Big Society Capital (BSC) is an independent financial institution with a social mission, working to grow the social investment market. Geetha leads BSC’s engagement with the charity and social enterprise sector. Geetha joined BSC from the disability charity Scope, where she was Finance Director for 4 years, leading the establishment of Scope’s £20m listed social investment bond programme. She has worked in a range of finance roles in the not for profit sector, including at Cancer Research UK, the global children’s charity Plan and the social enterprise Ealing Community Transport.

Clare Thompson

Clare Thompson is a former senior insurance partner at PricewaterhouseCoopers LLP, from which she retired in December 2011. She is now a non-executive director of Direct Line Insurance Group plc and a non-executive board member of Miller Insurance Services LLP, and also a trustee of the Disasters Emergency Committee.

Philip Wright

Philip Wright is a director of Allia and a director of Beyond Food CIC.

Sandra Skeete

Sandra Skeete has worked as a senior executive in the housing sector for over 20 years, most recently at Peabody where she was Executive Director of Housing responsible for managing 29,000 homes. She is currently working as an interim Director supporting the transformation of the housing delivery model for a London housing association. She is also a trustee of the Duchy of Lancaster Housing Trust.

Retail Charity Bonds plc is a public company registered in England and Wales with company number 8940313. Registered office: 27-28 Eastcastle Street, London, W1W 8DH. It is an independent special purpose vehicle and not a charity.

The latest accounts of Retail Charity Bonds plc for the period ended 31 August 2018 are available to download here.

Background

The Retail Charity Bond model has been developed by Allia, a charity and pioneer in social investment.

Allia supports organisations dedicated to making a positive social impact. It created one of the first ever social investment products in 1999, allowing investors to support the development of social housing and donate interest upfront to their chosen charity.

Allia Impact Finance is part of the Allia group, and manages the marketing to prospective charity borrowers and the introduction to the issuing vehicle, Retail Charity Bonds plc. It also conducts the administration of the plc and manages each charity loan. To find out more, visit impactfinance.allia.org.uk or email retailcharitybonds@allia.org.uk.

Patrons

“London Stock Exchange” and the Coat of Arms device are registered trade marks of London Stock Exchange plc in the UK and other countries and are used under licence.

To receive news about new and current Retail Charity Bond issues, please sign up here.

Latest News

June 1, 2018 The information contained herein may only be released, published or distributed in the United Kingdom, the Isle of Man, Jersey and the Bailiwick of Guernsey in accordance with applicable regulatory […]Read More

June 1, 2018 The information contained herein may only be released, published or distributed in the United Kingdom, the Isle of Man, Jersey and the Bailiwick of Guernsey in accordance with applicable regulatory […]Read More